**Exhibit31.2**

 

CERTIFICATION OFCHIEF FINANCIAL OFFICER

 

I, Peter J.DiCorti, certify that:

 

1.    I havereviewed this quarterly report on Form 10-Q of Unify Corporation;

 

2.    Based onmy knowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with arespect to the period covered by this quarterly report;

 

3.    Based onmy knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presentedin this quarterly report;

 

4.    The registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and we have:

 

(a)  designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities,particularly during the period in which this quarterly report is beingprepared;

 

(b)  evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures as of the end of the period coveredby this report based on such evaluation; and

 

(c)  disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter inthe case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.            The registrant’s other certifying officers and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)  all significant deficiencies and material weaknesses in the design oroperation of internal controls over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

(b)          anyfraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
|                  | /s/ PETER J. DICORTI                                               |
|-----------------------|-------------------------------------------------------------------------|
|                  | Peter J. DiCorti                                                        |
| * *              | *Chief  Financial Officer (Principal Financial and Accounting Officer)* |
|                  |                                                                    |
| Dated: March 11, 2005 |                                                                    |

 

 

 

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